Minutes | Special Meeting of the PTI Board | 6 April 2017

A Special Meeting of the PTI Board of Directors was held in Los Angeles, California on 6 April 2017 at 16:00 UTC.

Jonathan Robinson, Chair of the PTI Board, promptly called the meeting to order.

In addition to the Chair, the following Directors participated in all or part of the meeting: Akram Atallah, David Conrad, Lise Fuhr and Elise Gerich (PTI President).

Secretary: Samantha Eisner (PTI Secretary).

The following Executives and Staff participated in all or part of the meeting: Michelle Bright (Board Operations Content Manager (ICANN)); Xavier Calvez (Chief Financial Officer (ICANN)); Vinciane Koeningsfeld (Board Operations Content Manager (ICANN)); Becky Nash (PTI Treasurer); Lisa Saulino (Board Operations Senior Coordinator (ICANN)); Wendy Profit (Board Operations Specialist (ICANN)).

1. Minutes from Prior Meeting
2. Action Item Review
3. Operations Reporting
4. Financial Review
5. Administrative/Legal Updates

1. Minutes from Prior Meeting

   The Board considered the minutes produced from the prior PTI Board meeting, including amendments proposed by Directors. The Board approved the minutes for posting.

   Resolved (PTI2017.04.06.01) the Board approves the minutes of the 18 January 2017 Special Meeting of the PTI Board.

   All Board members in attendance approved of Resolution PTI2017.04.06.01.

2. Action Item Review

   The Chair led a review of Action Items identified during the prior PTI Board Meeting:

   The PTI President confirmed that:

   • The CSC is continuing its work on identifying the SLEs that might require change and considering the process to make those changes;
   • Discussions with the Regional Internet Registries on the template for reporting had reached conclusion, and the first report would be generated shortly;
   • The quarterly reporting to the PTI Board would be issuing soon for the end of the first quarter in 2017;
   • A presentation on technical enhancements is on the agenda for the current meeting; and
   • If it hasn't been sent already, a PTI org chart would be circulated to the Board, and noting that two previously open positions were filled. The Org chart should include positions anticipated to be hired in the next fiscal year; and
   • PTI management is coordinating with the community on the consultation levels needed with the budget, which will be an ongoing process.

   PTI's Treasurer confirmed that:

   • A discussion of cash flow and capitalization would be presented in a coming meeting; and
   • With the Audit Committee, there is a work plan under development addressing internal controls and procedures, and a presentation is expected to be ready for the Board's June meeting.

   The PTI President also discussed that updates to the reporting templates is still evolving, and can continue to evolve as the Board requests different or additional information. The Chair requested, and the President agreed, that when PTI-based reporting goes to the ICANN Board, that it be shared with the PTI Board as well, and if there is any difference among those reports, that the divergence would be discussed with the Board. However, at this time, the information shared is identical.

3. Operations Reporting

   The PTI President provided a report the PTI Board.

   Customer Standing Committee

   The PTI President shared that the CSC continues to judge PTI's performance of satisfactory. There are ongoing conversations, as discussed earlier, on the modification to SLEs for the performance of the function.  In addition, there is a subset of CSC members that are designated to work with PTI and discuss implementation details around some of the SLEs, which could impact the implementation and require revisions to code.

   RIR Reporting

   The PTI President confirmed that the reporting template has been agreed with the Regional Internet Registries, in time for delivery of a report by 15 April 2017.

   IETF Reporting

   The PTI President noted that the there were some minor modifications agreed upon for the supplemental agreement with the IETF, and that the 2017 supplemental agreement has been signed by the IETF and is awaiting ICANN signature. Once countersigned, the 2017 supplemental agreement will be posted online. The Chair confirmed that though the agreement is with ICANN, because it impacts PTI, it would be useful to share a copy of the 2017 supplemental agreement with the Board.

   Internal Staffing

   The PTI President reported that two of the three open positions for PTI had been filled. LV McCoy, a cyber security expert, has taken on the role of Director of Security and will be taking over the responsibilities for the security of systems, the DNSSEC root zone and the management of the root zone KMF facilities, as well as PTI's continuity and contingency planning, risk assessment, and annual security plan revisions and updates. Also joining the team is a new IANA Specialist, Annabella Campos, joining the team of IANA Specialists and handling requests received for protocol parameters, numbers, and names. The remaining open position is for product manager to assist the Director of Technical Services in managing technical projects.

   The Chair inquired as to what the plan was for announcing these hires, and the President confirmed that regular practice is internal announcement, and that will be followed. In addition, discussion of these hires will be included during regular updates provided by PTI to the various communities.

   SOC Audits

   The PTI President reported that PTI successfully completed two service organization control (or SOC) audits. The SOC2 audit report of process of registry assignments and maintenance systems was received without exception. The SOC3 report, a pass/fail audit for the audit processes of the root zone KSK system, was also successfully achieved.

   The Chair requested, and Lise Fuhr concurred, that it would be helpful for the Board to receive copies of the audit reports.

   Root Zone Maintainer Coordination Committee

   The PTI President noted that the coordination committee called for in the Root Zone Maintainer Agreement has convened and had its kick-off meeting during ICANN58 in Copenhagen. There will be quarterly touch-base meetings to track the work under the Agreement.

   High-Level Projects Overview

   The PTI President presented information on three projects of high priority within PTI.

   On the Root Zone management System:

   • The maintenance release scheduled in 2017 including code to meet contractual requirements with the root zone maintainer;
   • Updating terminology to meet the Framework of Interpretation;
   • Looking at new DNSSEC algorithm types that will require changes in how technical checks are done;
   • Consideration of a new authorization model (including two-factor authentication) to help implement some of the Framework of Interpretation, and refining design based on community consultation;
   • Finalizing a better customer API, by request of TLD operators; and
   • A multiyear project of a re-architecture, which is a major development project that is ongoing.

   On the future protocol parameter registry platform, the work is in a design phase to develop and automated process and a system for importing existing registries into the new system. This will include beta launches and trial workflows. The design phase will continue through 2017, with development and rollout targeted for 2018.

   On the update of the IANA website and intranet, the team is working with the IT team on migration to amore modern environment. The future vision for the website also will include a post-ticket satisfaction survey, which should be piloted soon and will likely assist in the annual customer satisfaction survey. There is also work on making improvements to the .INT domain applications, which haven't been updated in years.

   On .INT, David Conrad inquired about the status of signing the .INT domain, and the President discussed that it is on a future roadmap to be addressed when some of the other major work, such as the KSK rollover, has been completed.

4. Financial Review

   The PTI Treasurer provided a year-to-day finance report through January 2017. The actuals are about $1million lower than the budget, with that variable coming from personnel costs being lower due to unfilled positions, as well as a double counting of some facilities expenses in both direct and direct shared budgets, when the expense will actually only be incurred once. That error has been corrected for the future budgets.

   On the FY18 IANA Budget, the PTI Treasurer explained that it is currently out for public comment along with the greater ICANN FY18 Operating Plan and Budget. If there is an exercise of the ICANN Empowered Community Power to reject the IANA Budget, Xavier Calvez explained that the IANA Caretaker Budget would kick in. For FY18, the IANA Caretaker Budget principles support that all of the work that is in PTI is appropriate to include in the caretaker budget. The ICANN Caretaker Budget would also include items like facilities costs for facilities that PTI relies upon for the performance of its work.

   On the PTI Audit Committee, the PTI Treasurer noted that if the PTI Board approves of the recommendation of the engagement of the Independent Auditor, then there will be an Audit Engagement Letter for the PTI Audit Committee chair's signature, and then the planning process will begin. The Independent Auditors would provide an update of the audit plan to the PTI Audit Committee prior to the closing of the PTI books at the end of June.

   Lise Fuhr noted that due to holding a position on the PIR Board, she does not maintain the independence needed to serve on PTI's Audit Committee and would need to step down. Lise asked about the possibility of placing an independent advisor onto the PTI Audit Committee. The PTI Secretary confirmed that with the initial seating of PTI Directors selected by the community, there is not sufficient independence of Directors currently on the Audit Committee given the quorum rules put in place for the Audit Committee, requiring both ICANN and community selected directors to comprise the committee. There is the possibility under California law to make independent advice and even external independent members on to an audit committee. The Secretary confirmed that a proposal would be developed taking these items into consideration, including identification of any need to modify the PTI Audit Committee charter, to allow the Audit Committee to continue doing its work as needed. The PTI Board agreed that any resolution on the selection of the Independent Auditor would be considered in light of the proposal returned. The resolution can be considered electronically.

   Xavier Calvez noted that there is time sensitivity to the selection of the auditor, and the Chair confirmed that the Board would act quickly when appropriate.

   In relation to outstanding action items, the PTI Treasurer noted that a memo would be provided to the Board on PTI's cash flow and accounting process for the PTI service agreement with ICANN. In addition, the Audit Committee work pan and internal controls reporting will be presented for a June meeting.

5. Administrative/Legal Updates

   The Chair requested an update on the status of PTI's application for tax-exempts status from the U.S. Government. The Secretary confirmed that a draft application is nearly complete. It contains substantial narrative responses that are carefully crafted to explain the role of PTI and its relationship with ICANN, including the secondment relationship for fully dedicated IANA Department staff and other similar issues. The Secretary noted that the PTI Board would have an opportunity to review the application prior to submission, and if the PTI Board wished, a conversation could be scheduled over the document at a future meeting.

   The PTI President then raised the issue of scheduling for future PTI Board meetings, including the need to confirm availability shortly if there will be in-person meetings at ICANN59 in Johannesburg or ICANN 60 in Abu Dhabi. The Chair requested a doodle poll be initiated quickly for ICANN59. Melissa King requested that the PTI Board members all provide their travel schedules to Board Operations as soon as possible to aid in the scheduling and the poll, and will attempt to schedule a meeting soon.

   The Chair called the meeting to a close.